Private equity 1.01 Brief introduction into private equity 6 April 2011

2 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Introduction Roy Stegeman HG International KPMG Corporate Finance August 2009 acted as deal manager and financial advisor to Gilde Equity Management Benelux on the acquisition of HG International Royal Sanders KPMG Corporate Finance August 2010 acted as financial advisor to Bencis Capital Partners on the acquisition of Royal Sanders CARe KPMG Corporate Finance February 2010 acted as deal manager and financial advisor to AAC Capital Partners on the acquisition of CARe from NPM Capital Partner KPMG Corporate Finance since May 2009 Previously worked at ABN AMRO / RBS Corporate Finance Specialised in Private Equity related deals Saval / Knowsley KPMG Corporate Finance January 2010 acted as deal manager and financial advisor to Bencis Capital Partners on the acquisition of Saval and Knowsley from Imtech Brunotti KPMG Corporate Finance Pending acted as deal manager and financial advisor to the shareholders of Brunotti Trade Mark on the sale to Greenfield Capital Partners Kirin Agribio KPMG Corporate Finance March 2010 acted as financial advisor to H2 Equity Partners on the acquisition of Kirin Agribio from Kirin Holdings

3 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. KPMG Corporate Finance Regional Investment Banks Regional Investment Banks Boutiques Commercial Banks Commercial Banks Major Investment Banks Major Investment Banks Global Reach Focus on mid market transactions KPMG Corporate Finance offers impartial advice, independent from financing sources Deep sector knowledge and specialist skills group provide high quality advisory services As part of a global network, our clients benefit from global and local presence KPMG is a “one-stop shop” – a single source for all transaction needs Consistent track record as leading advisor by number of deals globally Leading advisor “One-stop shop” Global offering Professional Independent

4 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Topics covered today How large is the private equity market in the Netherlands? What are the characteristics of a leverage buy out? Is it possible to acquire a 10% share in a company that is worth EUR 100 million for EUR 1 million? Which companies are suitable for a buy out? What is the current status of private equity in the Netherlands?

5 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Question: How large is the private equity market in the Netherlands?

6 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Key facts private equity the Netherlands 90 PE houses EUR 23.3 billion in funds 1,300 portfolio companies Combined revenue of EUR 81 billion, 19% of GDP Employs over 320,000 FTE, 6% of the total working population in the private sector In 57% of private equity investments the number of FTE grow 308 private equity transactions in 2010 Currently 3 to 4 billion available in equity

7 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Contact with private equity in our daily life

8 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Private equity landscape Global / incoming PE EV >300m Local PE EV 0 – 20m International PE EV 80m – 300 Mid market PE EV 20m – 100m Sector specific Food / Retail Healthcare Power / Energy

9 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Different type of funds Captive fundsIndependent fundsFamily offices Investment horizon 5 year2 year5 year2 year Investment periodDivestment period No unified investment horizon

10 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Investment structure of an independent private equity fund Limited Partners (LP) General Partners (GP) Fund Portfolio company A ManagementBank Portfolio company B ManagementBank Portfolio company C ManagementBank

11 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Funds flow of an independent private equity fund Limited Partners (LP) General Partners (GP) Fund Portfolio company A ManagementBank The returns for the GP consist of a management fee of 2% and proceeds of carried interest The bank is getting paid interest on the provided debt financing

12 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Investment structure of a captive private equity fund Bank / Insurance company Private equity house Fund Portfolio companies Parcom Buyout Fund

13 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Structure of a family office Family office Parent company Private equity Real estate Listed companies Trust

14 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Question: What are the characteristics of a leverage buy out?

15 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Characteristics Leveraged Buy out (LBO) Acquiring company is Newco Acquisition price also determined by debt capacity Strong incentives to management (shareholding & envy) Different types of debt funding Specific investment period Pursue growth strategy Good leaver / Bad leaver clause Drag & tag along rights Recaps

16 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Question: Is it possible to acquire a 10% share in a company that is worth EUR 100 million for EUR 1 million?

17 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. A numerical example of a leverage buy out Equity management 5 Senior debt 50 Example I Without envy Equity PE House 45 EV = 100 EBITDA = 10 Multiple = 10x SH = 90% SH = 10% Loan notes 25 Example 2 Envy = 2 Equity management 5 Senior debt 50 Equity PE House 20 EV = 100 EBITDA = 10 Multiple = 10x SH = 80% SH = 20% Loan notes 40 Example 3 Envy = 5 Equity management 1 Senior debt 50 Equity PE House 9 EV = 100 EBITDA = 10 Multiple = 10x SH = 90% SH = 10% Management pays EUR 1 million to acquire a share of 10% in a company with an enterprise value of EUR 100 million

18 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Returns LBO when growth is assumed Senior debt Mezzanine Loan notes Exit 0 4 Year Debt Equity PE house Entry Enterprise value Equity management Investment PE Investment management Return PE Return Management

19 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Returns LBO when no growth is assumed Senior debt Mezzanine Loan notes Exit 0 4 Year Debt Equity PE house Entry Enterprise value Equity management Investment PE Investment management Return PE Return Management

20 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Internal rate of return (IRR) Loan notes 25 Equity management 5 Senior debt 50 Equity PE House 20 EV = 100 EBITDA = 10 Multiple = 10x Loan notes 25 Equity management 16 Senior debt 25 Equity PE House 64 EV = 130 EBITDA = 13 Multiple = 10x Growth in EBITDA assumed Entry year 1Exit year 3 IRR = 25.5% IRR = 47.6% No multiple growth

21 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Various debt instruments are used in a typical buy-out structure InstrumentTenorMarginAmortisationInvestors Term loan A7 years225 bpAmortisingBanks Term loan B8 years275 bpBulletBanks Term loan C9 years325 bpBulletBanks Revolver7 years225 bpRevolvingBanks Second lien>9 years>500 bpBulletBanks Mezzanine10 years>9%BulletInvestment funds High Yield>10 years>9%BulletInvestment funds PIK Loans>10 years>18%BulletMezz investors PIK Note>10 years>18%BulletHigh yield investors Shareholder loan>10 years>10%BulletFinancial sponsors Equityn/a Financial sponsors Preferred equityn/a Financial sponsors Senior debt instruments 2 nd secured Subordinated debt instruments Highly subordinated Equity instruments

22 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Other types of buy outs are based on the same principle Management buy out (MBO) Leveraged Buy Out (LBO) Secondary Buy Out BIMBO 'buy-in management buy-out' Equity Buyout (EBO) Initial Buyout (IBO) Management Buy in (MBI)

23 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Growth Capital Minority investments Drag and tag along rights Goal: achieve growth, restructure shareholdings, release equity, deleverage balance sheets Shareholders maintain control Both start-up as mature companies No complicated capital structure

24 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Question: Which companies are suitable for a buy out?

25 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Which companies are suitable for a buy-out Limited investment requirements Buy and build opportunities Growth potential Competent management Financing capacity (asset base) Clear exit possibility Limited operational risk Attractive market position Presence operational improvements

26 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Typical MBO process Appointment of financial adviser Business Plan Initial assessment of viability Fund raising Negotiations Heads of Agreement Deal structuring Negotiations and legal agreements Due Diligence Completion Opportunity Add-on acquisitions Exit

27 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Case study Catalpa Foundation of Catalpa Acquisition Astrid Lindgren Waterland Private Equity acquires 50% for EUR 7 mln Waterland acquires the remaining 50% Bencis, acquires 100% for ca. EUR 50 mln Acquisition Unieke Acquisition Octopus Acquisition B4 kids, Koetjeboe, de Muzikantjes, Elan Acquisition Combiwel Providence acquires Catalpa for EUR 500 mln

28 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Case study Catalpa

29 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Question: What is the current status of private equity in the Netherlands?

30 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Current status private equity market in the Netherlands Total funds raised in NLTotal investments & divestments in NL

31 © 2011 KPMG Advisory N.V., a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the Netherlands. KPMG and the KPMG logo are registered trademarks of KPMG International. Questions